-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AUweKTVT6pbZquD3N0yCaZywlNRDN/jgx1lOcxciAm5wvZG0+E2iRlG2W8tGwe7V 8EjY844jkSupEMAd+OYeaw== 0000919574-05-000439.txt : 20050210 0000919574-05-000439.hdr.sgml : 20050210 20050210164330 ACCESSION NUMBER: 0000919574-05-000439 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050210 DATE AS OF CHANGE: 20050210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSWITCH CORP /DE CENTRAL INDEX KEY: 0000944739 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 061236189 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49087 FILM NUMBER: 05593610 BUSINESS ADDRESS: STREET 1: THREE ENTERPRISE DRIVE CITY: SHELTON STATE: CT ZIP: 06484 BUSINESS PHONE: 2039298810 MAIL ADDRESS: STREET 1: THREE ENTERPRISE DRIVE CITY: SHELTON STATE: CT ZIP: 06484 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CHEN HERBERT CENTRAL INDEX KEY: 0001026377 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O CHEN CAPITAL PARTNERS LP STREET 2: 237 PARK AVE 9TH FL CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 d547357_13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 6)(1) TranSwitch Corp. ----------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.001 par value ----------------------------------------------------------------------------- (Title of Class of Securities) 894065101 ----------------------------------------------------------------------------- (CUSIP Number) Herbert Chen 237 Park Avenue, 9th Floor New York, New York 10017 ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 25, 2005 ----------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. (1) This Amendment No. 6 is filed to correct the share amounts over which the Reporting Person has sole and shared voting and dispositive power as previously reported on Amendment No. 5 filed on February 9, 2005. CUSIP No. 894065101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Herbert Chen 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 4,583,823 8. SHARED VOTING POWER 1,991,205 9. SOLE DISPOSITIVE POWER 4,583,823 10. SHARED DISPOSITIVE POWER 1,991,205 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,575,028 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% 14. TYPE OF REPORTING PERSON IN CUSIP No. 894065101 --------------------- - ----------------------------------------------------------------------------- Item 1. Security and Issuer. No change. - ----------------------------------------------------------------------------- Item 2. Identity and Background. (a-c,f) No change. (d) No change. (e) No change. - ------------------------------------------------------------------------------ Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, the Reporting Person may be deemed to beneficially own 6,575,028 shares. The source of funds used to purchase the securities reported herein was working capital of the Reporting Person, Chen Capital Partners, LP and Lattanzio Equity Partners, LP. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. - ------------------------------------------------------------------------------ Item 4. Purpose of Transaction. While, as set forth in the letter to the issuer dated June 16, 2004 attached to Amendment No 4 to Schedule 13D previously filed by the Reporting Person with respect to the issuer on June 17, 2004, the Reporting Person intends to influence management, the Reporting Person does not have a current plan in place to effect any of the actions stated in Item 4 of the Schedule 13D previously filed by the Reporting Person with respect to the issuer on April 11, 2003. The Reporting Person, however, again reserves the right to take any such actions in the future. - ------------------------------------------------------------------------------ Item 5. Interest in Securities of the Issuer. As of the date hereof, Herbert Chen may be deemed to be the beneficial owner of 6,575,028 Shares, or 6.4% of the shares of the Issuer, based upon the 103,379,134 shares outstanding as of December 31, 2004. The total shares outstanding is based on 94,528,578 shares outstanding as reported on the issuer's 10-Q for the quarterly period ended September 30, 2004 as filed on October 29, 2004 together with 8,850,556 shares issued pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended, as reported on the issuer's 8-K filed on November 19, 2004. Herbert Chen shares the power to vote or direct the vote of 1,991,205 Shares to which this filing relates. Herbert Chen has the sole power to vote or direct the vote of 4,583,823 Shares to which this filing relates. Herbert Chen shares the power to dispose or direct the disposition of 1,991,205 shares to which this filing relates. Herbert Chen has the sole power to dispose or direct the disposition of 4,583,823 shares to which this filing relates. The 4,583,823 shares over which Herbert Chen has sole power to vote, direct the vote, dispose or direct the disposition of are held separately by Chen Capital Partners, LP, and the Reporting Person's personal trading account and IRA account. The 1,991,205 shares over which Herbert Chen shares the power to vote, direct the vote, dispose or direct the disposition of are held by Lattanzio Equity Partners, LP. The trading dates, number of shares purchased and sold and price per share for all transactions by the Reporting Person in the Shares within 60 days of the date of the event which requires this filing are set forth in Schedule A and were all effected in broker transactions. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. No change. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit A: Schedule of Transactions in the Shares of the Issuer - -------------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 10, 2005 ---------------------------------------- (Date) Herbert Chen (2) ---------------------------------------- Herbert Chen Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). (2) The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein. Exhibit A Transactions in the Shares -------------------------- Number of Shares Date of Transaction Purchased/(SOLD) Price of Shares - ------------------- ---------------- --------------- Chen Capital Partners, LP Main Account: 11/29/04 100,000 $1.2453 12/13/04 (40,000) $1.2784 12/14/04 (35,000) $1.2964 12/15/04 400,000 $1.3250 12/22/04 (352,500) $1.4849 12/23/04 469,200 $1.4351 12/31/04 (432,000) $1.5349 01/04/05 (8,000) $1.4018 01/14/05 (2,500) $1.2765 01/24/05 2,400 $1.1204 01/24/05 7,100 $1.1259 01/25/05 116,707 $1.1974 01/27/05 (10,000) $1.1375 01/31/05 50,000 $1.2415 02/02/05 (4,000) $1.1090 02/03/05 (53,000) $1.0901 02/04/05 1,550 $1.1561 Lattanzio Equity Partners, LP 11/29/04 12,000 $1.2451 11/30/04 1,900 $1.2500 11/30/04 9,800 $1.2322 12/01/04 (12,325) $1.2711 12/01/04 3,600 $1.2498 12/01/04 5,000 $1.2700 12/02/04 188,000 $1.3210 12/03/04 9,300 $1.2920 12/03/04 44,510 $1.2791 12/07/04 5,000 $1.2300 12/07/04 33,925 $1.2290 12/08/04 (60,300) $1.2422 12/08/04 5,400 $1.2441 12/08/04 16,500 $1.2458 12/09/04 5,000 $1.2536 12/10/04 22,140 $1.2222 12/13/04 (50,000) $1.3080 12/13/04 20,000 $1.2550 12/14/04 (204,800) $1.3140 12/14/04 10,000 $1.3200 12/14/04 20,000 $1.2865 12/14/04 141,888 $1.3230 12/15/04 (300,000) $1.3911 12/15/04 307,500 $1.4331 12/16/04 (55,000) $1.4527 12/16/04 11,000 $1.4455 12/16/04 138,367 $1.4452 12/17/04 25,000 $1.4000 12/20/04 (20,200) $1.3851 12/20/04 50,000 $1.3700 12/21/04 500 $1.4000 12/21/04 2,500 $1.4000 12/21/04 23,400 $1.3944 12/22/04 (238,802) $1.3996 12/22/04 (2,300) $1.4000 12/22/04 18,000 $1.4755 12/22/04 95,100 $1.4275 12/23/04 (159,721) $1.4689 12/23/04 10,000 $1.4900 12/23/04 39,100 $1.4654 12/23/04 96,685 $1.4691 12/27/04 (1,000) $1.4500 12/27/04 38,600 $1.4557 12/27/04 47,390 $1.4537 12/28/04 (36,900) $1.4178 12/28/04 (9,716) $1.4305 12/28/04 20,000 $1.4600 12/28/04 29,124 $1.4391 12/28/04 37,165 $1.4481 12/29/04 (60,400) $1.4304 12/29/04 (27,200) $1.4300 12/29/04 1,000 $1.4600 12/29/04 10,000 $1.4600 12/29/04 38,900 $1.4357 12/29/04 53,466 $1.4416 12/30/04 (259,835) $1.4830 12/30/04 (100,000) $1.4700 12/30/04 (23,100) $1.5200 12/30/04 15,000 $1.5000 12/30/04 45,000 $1.4833 12/30/04 260,782 $1.4796 12/31/04 (302,900) $1.4526 12/31/04 50,000 $1.5400 12/31/04 174,809 $1.4951 12/31/04 187,015 $1.4828 01/03/05 (78,000) $1.5532 01/21/05 35,000 $1.1564 01/24/05 46,783 $1.1406 01/25/05 194,289 $1.1652 01/26/05 23,400 $1.1914 02/04/05 26,566 $1.1208 02/04/05 50,000 $1.1405 02/08/05 7,600 $1.1100 Personal IRA Account: 12/15/04 (400,000) $1.3150 12/22/04 352,500 $1.4951 12/23/04 (469,200) $1.4249 12/31/04 432,000 $1.5451 Personal Account 11/29/04 (107,500) $1.2244 12/14/04 (2,000) $1.2850 01/24/05 (4,000) $1.1275 01/26/05 (7,000) $1.1557 01127.0002 #547357 -----END PRIVACY-ENHANCED MESSAGE-----